In this column , I will discuss important company law case laws and intricacies surrounding the interpretation of Indian Company Law.

Tuesday, February 2, 2016

DRAFT PETITON TO COMPANY LAW BOARD FOR CHANGING THE REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

DRAFT PETITON TO COMPANY LAW BOARD FOR CHANGING THE REGISTERED OFFICE
FROM ONE STATE TO ANOTHER STATE

BEFORE THE REGIONAL DIRECTOR

NORTHERN REGION BENCH, NOIDA

COMPANY PETITION NO.______OF
2016

IN THE MATTER OF THE
COMPANIES ACT, 2013

SECTION 13

AND

IN THE MATTER OF

----------------------
PRIVATE LIMITED

A Company incorporated under the
provisions of the Companies Act, 1956 and having its registered office ----------------------------------------------

…PETITIONER

PETITION ON BEHALF OF THE PETITIONER UNDER SECTION 13
OF THE COMPANIES ACT, 2013 TO OBTAIN CONFIRMATION OF THE HON’BLE REGIONAL
DIRECTOR TO THE PROPOSED SHIFTING OF THE REGISTERED OFFICE OF THE PETITIONER
COMPANY FROM THE NCT OF DELHI TO THE STATE OF HARYANA.

HUMBLE
PETITION OF THE PETITIONER
ABOVE NAMED

MOST RESPECTFULLY SHOWETH:

1.That the Company - ---------------------PRIVATE LIMITED, (hereinafter
referred to as “the Petitioner Company”) is incorporated as a private limited
company, under the provisions of the Companies Act, 1956 vide Certificate of
Incorporation No. issued by the Registrar of Companies, -----------------------

2.A copy of the Memorandum and
Articles of Association of the Company containing the Certificate of
Incorporation is enclosed herewith and marked as Annexure - 2.

3.That the detailed objects of
the Petitioner Company are set out in the enclosed Memorandum of Association of
the Company.

4.That presently, the Company is engaged
in the business ----------------------That presently, the registered office of
the Petitioner Company is situated at -----------------

5.A copy of the latest audited
annual accounts of the Company for the year ended 31st March, 2014
is enclosed herewith and marked as Annexure - 3.

6.That a list of the Board of
Directors of the Company is enclosed herewith and marked as Annexure - 4.

7.That as on the date of filing
of this Petition, the Company has 2 (Two) Shareholders.

List of the Shareholders of the
Company is annexed herewith and marked as Annexure
- 5.

8.That there is no respondent
herein.

9.That the Board of Directors of
the Company in the meeting held on --------unanimously
resolved to shift the registered office of the Company from -----------to the State
of-------------, subject to the approval of the members of the Company and
subsequent confirmation by the Hon’ble Regional Director.

10.That the member of the Company has also approved the shifting of the
registered office from the --------------to the------------------.The following Special Resolution was
unanimously passed in the Extra Ordinary General Meeting of the members of the Company
held on------------------

a)“RESOLVED THAT pursuant to Section 12(5) and Section 13(4) of the
Companies Act, 2013 and subject to the confirmation of Hon’ble Regional
Director of companies, Northern Region, Noida, the Registered office of the
company be shifted from the-------” to the -----------------and that Clause-II
of the memorandum of Association be altered by substituting the words
-----------by the words-------------

RESOLVED FURTHER
THAT the existing clause II of the MOA of the
company be and is hereby substituted by the following:

“The registered
office of the company will be situated in the State of----------------.”

RESOLVED FURTHER
THAT Mr-----, Director of the company be and is
hereby authorized to file the petition along with the required documents and
paper before the Hon’ble Regional Director of the companies Northern Region, Noida
and to appoint Authorised Representative to appear for and represent the company
before the Hon’ble Regional Director of the companies Northern Region Noida and
to do all such Acts and things as may be deemed necessary in connection
therewith and incidental and ancillary thereto.

b)A copy of the EGM notice along
with Explanatory Statementand Extracts of the
Special Resolution passed at the EGM are annexed herewith and marked as Annexure: 6 and 7 respectively.

13.That the circumstances
which justify and necessitate the proposed shifting of the Registered Office of
the Company from the NCT of Delhi to the State of Haryana.

a.The corporate office of the
company is situated at --- and major workings of the company is operated from
corporate office situated in---…. The State of ----- offer lucrative business
opportunities in ------------- Sector

b.Shifting of Registered office
of the company from the ------------to the State of ---------, will result in
better control, co-ordination and reduction in costs. Thus by effecting the
change, the affair of the company would be managed more economically and
efficiently to the advantage of all concerned.

c.The Board of Directors of the
Company, therefore, felt that in the interest of the Company it would be just,
necessary, expedient and desirable to have the registered office of the Company
in the State of ------. This will enable the Company to obtain optimum
advantages which would immensely help the Company in future growth.

d.The proposed alteration would
not prejudice the rights or interest of any person whomsoever.

e.The proposed change in the
situation of the registered office would enable the Company to carry on its
business more economically and efficiently. In other words, for better
administrative control and convenience, the shifting of registered office from
the State of ---- to the --------------is a necessity, so that entire
activities of the Company could be conducted advantageously and conveniently.

14.That the Petitioner Company craves leave to refer to other relevant
documents and/or records and to make further submissions in support of its case
at the time of hearing, if necessary.

15.That the Petitioner
declares that the Hon’ble Regional Director, Northern Region Bench has the
jurisdiction to confirm the alteration in Clause II of the Memorandum of
Association of the Company so as to change the Registered Office of the Company
from the ------------to the ------------, in exercise of the power conferred upon
it by Section 13 of the Act, as the present Registered Office of the Company is
situated in the-------

16.That if the alteration is
allowed by the Hon'ble Bench, the Company would be able to carry on its
activities more economically, efficiently and smoothly as provided under
Section 13 of the Companies Act, 2013.

17.That the proposed change of
Registered Office of the Company would
not prejudice the rights or interest of any person whomsoever and it is
just and equitable that the proposed alteration be confirmed.

18.That the Company is
carrying on the business as on the date of filing of this petition and no
proceedings to wind up the Company have commenced nor is pending against the
Company.

19.That none of the Directors
of the Company has any malafide interest in the proposed alteration.

20.That this application is
made bonafide and in the interest of the Company.

21.That the Petitioner Company
confirms that none of the employees of the Company will be adversely affected
due to the proposed shifting.Further,
at present most of employees are based in and around the State of Haryana and
thus will not be prejudice to their rights. An
affidavit to this effect is annexed herewith and marked as Annexure 8.

22.That the Petitioner Company
further declares it has not previously filed any petition regarding the matter
in respect of which this petition has been made.

23.A General Notice was
published in--------,English
newspaper and in--------------,Hindi newspaper in their issue dated ------------clearly
indicating therein, the substance of the petition and stating that any person
whose interest is likely to be affected by the proposed alteration in the
Memorandum may intimate to the Bench Officer within 21 (twenty one) days from
the date of publication of the notice, indicating therein the nature of
interest and the grounds of opposition of the petition

Original copies of newspaper cuttings are enclosed
herewith and collectively marked as Annexure
9.

24.That the Company has not issued
any Debenture

25.That as on --------------(relevant date), the Petitioner
Company does not have any secured creditor in the Petitioner Company.

a)A Nil list of Secured Creditors of the
Company as on ------------is enclosed herewith and marked as Annexure: 10.

26.That the lists of Secured and
Unsecured Creditors of the Company,
annexed to this Petition have been verified by Mr. ----and Mr. ----Directors of
the Company, to the effect that they have made full enquiry into the affairs of
the Company and, having done so, have formed the opinion that the lists as
verified are correct, that the estimated values as given in the list of the
debts or claims payable on a contingency or not ascertained are proper estimates
of the values of such debts and claims included in the list and are borne out
by the books and records of the Companyand that there are no other debts of, or claims against, the Company to
their knowledge

a)Affidavit of the Directors
verifying the Creditors’ lists are enclosed herewith and marked as Annexure
- 11.

27.That an affidavit proving
publication of general notice in the newspaper and service of notice of
Petition on the Secretary of the Government of New Delhi is enclosed herewith
and marked as Annexure - 12.

28.That a certified true copy
of the resolution of the Board of Directors of the Petitioner Company, as
passed in the meeting held on---------, authorizing the Directors to sign and
verify the present Petition by means of an affidavit and to do other acts,
deeds and things in respect of the petition, respectively are enclosed hereto
and collectively marked as Annexure - 13.

PRAYER

The Petitioner
Company, therefore, humbly pray that the Hon’ble Regional Director may be
pleased to:

a.Confirm the proposed
alteration in Clause II of the Memorandum of Association of the Petitioner
Company so as to shift the registered office of the Petitioner Company from the
-----to the -------sought to be effected by the Special Resolution passed in
its Extra Ordinary General Meeting held on------
and as set out in Paragraph 10 above;
and

b.Pass such other/further
order(s) as this Hon'ble Board may deem fit and proper.